Board

Role of the directors

The Board is responsible for setting the Company’s purpose, values and strategy, and ensuring that the necessary resources are available for long-term sustainable success, to generate value for shareholders and contribute to wider society. The Board sets the Group's strategy, and in January 2022 reviewed the proposed strategic plan presented by senior management. The plan had been developed to deliver strong financial performance and continue the focus on driving financial access and inclusion for millions of people globally. The plan outlined the high ambition for the Group, and fundamental components of the strategy around continuing to enhance the breadth, depth and quality of Experian’s datasets, development of superior data, analytics and decisioning capabilities, building direct relationships with consumers and achieving operational excellence.

The Board also believes that a strong ESG commitment aligned with our purpose is extremely important and also provides a competitive advantage. Many enhancements to our ESG programme, communications and disclosures were made over the past two years and we plan to further advance our programme with commitments that play to Experian’s strengths and consumer mission, developing additional metrics and messaging to further unite our ESG activities across the Group and assure our recognition for the central part we play in financial inclusion.

This year, it was pleasing that the strategy presentations could take place face-to-face with senior leaders from across the Experian business. The presentations and discussions were held over two days at our operational headquarters in Costa Mesa, California and allowed the Board to review, debate and critically assess the proposed strategy with management before considering it for approval. Board members were provided with pre-reading material and focused presentations.

This year’s presentations included various regional and business strategic updates. The Board discussed the continued increase in strategic options for the Group, with regional updates that covered the ongoing amalgamation of the EMEA and Asia Pacific regions and the desired future state, how we expect to seize future opportunities in certain rapidly-changing markets and how the business transformation in the UK and Ireland region was progressing. The business strategic updates included the opportunity and growth potential in the Consumer Services area, and the opportunities to continue to grow the Automotive business and further drive innovation in the Consumer Information Services business.

The Board monitors strategy and major initiatives throughout the year (as indicated on the Strategic and budget planning process chart, below).

The budget discussions in March are focused on ensuring that we have the right resources to deliver the agreed strategy. These discussions include detailed focus on both regional and global business budgets. The Board continually monitors management and financial performance against the Group’s objectives. To enable it to do this the Board receives updates, at every scheduled Board meeting, on operational and financial matters as well as any major initiatives underway. The Board also receives relevant ‘between meeting’ updates, to allow for appropriate oversight and monitoring. For example, as well as the usual Board Finance Report, the Chief Executive Officer provided additional updates to the Board on latest financial performance, forecasts and trends. The Board also conducts post-investment reviews on an agreed timeline, for any acquisitions it has previously approved.

You can read about the Board’s procedures to manage risk, oversee the internal control framework, and determine the nature and extent of the principal risks the Company is willing to take to achieve its strategic objectives, under Risk management and internal control systems review on page 123.

The Board delegates management of the Group’s day-to-day activities but is accountable to shareholders for delivering financial performance and long-term shareholder value. To achieve this, the Board has put in place a framework of controls, including clear and robust procedures and delegated authorities, which enables the Group to appraise and manage risk effectively. This framework is illustrated in the Governance framework diagram on page 105.

In addition, the Board has reserved decisions about certain key activities to itself, including:

A. Strategy and management – approval and oversight of Experian’s long-term objectives and commercial (and Environmental, Social and Governance) strategy, approval of annual operating and capital expenditure budgets, and oversight and monitoring of operations.

B. Structure and capital/Financial reporting and controls – changes in the Group capital or corporate structure. Approval of the Group’s results, dividends, dividend policy, significant changes in accounting policy, tax policy and treasury policy.

C. Contracts – approval of major or strategic capital projects, and of major acquisitions, disposals and investments.

D. Communication – approval of key stakeholder documents, circulars, prospectuses, and reviewing investor sentiment.

E. Board membership/Delegation of authority/ Corporate governance/Policies – approval of changes to Board composition, ensuring adequate succession planning, reviewing reports from Board committees, reviewing governance arrangements, and approval of various policies.

Details of the activities of the Board during the year under these headings are on page 102.

A high-level statement of the types of decisions that have been delegated by the Board is shown in the Governance framework diagram on page 105.

Board meetings

The Board meets sufficiently frequently to discharge its duties, and holds additional meetings when required. Each scheduled meeting is normally held over two or three days, with Board committee meetings also taking place during this time. Six Board meetings were held during the year. Despite the continued challenges presented by COVID-19, the Board operated effectively during the year and continued to use video technology when in-person meetings were not permitted due to COVID-19 travel restrictions. One Board meeting was held during the year with all Board members present in person, and a number of Board members also attended other Board meetings in person during the year which, combined with the video meetings, allowed the Board to retain its cohesive culture. The importance of remaining closely connected with the business and with fellow Board members was a focus area for the year, and these in-person meetings allowed the Board to ensure that the strong culture of the Board was not unduly impacted by COVID-19, and that it continued to operate as a high-performing collegiate team.

What did the Board do this year

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The Board's key activities during the year were:

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A. Strategy and management

• Evaluated and debated presentations from management during the two-day strategy presentations, approved the Group’s strategy, and also approved the Group's ESG strategy.
• Received and considered key initiatives and strategy updates as part of the ongoing strategic planning cycle.
• Reviewed operational and financial updates from the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer at each scheduled Board meeting – these included updates on ESG matters, major initiatives to globally scale and innovate, and create competitive advantage through technology modernisation.
• Reviewed monthly reports, including details of performance against budget and the Group’s financial position and stakeholder updates.
• Reviewed and discussed regulatory and compliance matters with the Group General Counsel at Board and Audit Committee meetings, including updates on ongoing engagement, current issues, potential impacts and plans.
• Reviewed and approved risk appetite statements for the Group.

B. Structure and capital/Financial reporting and controls

• Approved the Group’s Annual Report and full-year and half-year financial results and carefully considered dividend payments and a share purchase proposal.
• Approved the amendment of existing borrowing facilities, the annual update to the Group’s Euro Medium Term Note programme, and the issue of bonds through a newly-incorporated Irish subsidiary.
• Discussed and approved the Group’s budget presentation for FY23 and received updates on Group insurance and pension arrangements.
• Considered and approved the Viability statement for inclusion in the Annual Report.
• Reviewed risk reports, the appropriateness of preparing the financial statements on the going concern basis and the Audit Committee’s advice on making a ‘fair, balanced and understandable’ (FBU) statement in the Annual Report.

C. Contracts

• Reviewed and approved strategic acquisitions, including:
• PagueVeloz, a key player in the payments segment in Brazil.
• Gabi Personal Insurance Agency, a digital insurance agency that focuses on selling auto and home insurance policies.
• CIC Plus, a US-based provider of human resource compliance management solutions.
• MOVA – acquisition of a majority stake in this leading FinTech in Brazil, that helps equip companies with the expertise and technology to perform data-driven credit assessments of their end-clients.
• Reviewed and discussed the corporate development pipeline at each Board meeting, including an update at the July Board meeting on our minority investment programme, which provides unique insight and knowledge into emerging trends in technology and business models.
• Conducted formal post-investment reviews on acquisitions that were completed in 2019, including Compuscan, Auto ID and Sentinel.

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D. Communication

• Reviewed investor relations, external communications and media updates at each scheduled Board meeting.
• Reviewed and discussed draft full-year and half-year financial results presentations for analysts and institutional shareholders.
• The Chair met with a number of our major shareholders during the year, and the Remuneration Committee Chair met with the Experian People Forum in the UK in March 2022.

E. Board membership/Delegation of authority/Corporate governance/Policies

• Considered the annual environmental, and health and safety, updates and approved associated policy statements.
• Reviewed Board evaluation findings and agreed areas of focus, authorised Board members’ potential conflicts of interest and approved the annual re-election of Board members.
• Considered and approved the Notice of Annual General Meeting (AGM) for issue to shareholders, and the arrangements for the 2021 AGM (which shareholders were able to view electronically, due to COVID-19).
• Reviewed and discussed the annual corporate responsibility update from the Global Head of Corporate Responsibility.
• Received details of Board members’ external appointments and share dealings.
• Reviewed and approved the Group’s tax and treasury policies, and approved the Group’s Code of Conduct.

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Culture

The importance of the role of the Board regarding culture is emphasised in the UK Corporate Governance Code, with specific recommendations that the Board assesses and monitors culture, and ensures that workforce policies, practices and behaviours are aligned with the Company’s purpose, values and strategy. We action this through a globally consistent set of expectations within the business across five strategically important areas; 'The Experian Way' (see table below) which is underpinned by the following behaviours – Integrity, Fairness, Data Security and Value. These behaviours help us to create a vibrant ethical performance culture. We are confident that the information the Board and its committees review, the activities that Board members engage in, and Experian’s existing structures and processes, mean that Experian and the Board are meeting the recommendations of the Code. The Experian Way culture is embedded throughout our organisation.

The Experian Way

The Experian Way is a unique and consistent way of working globally. It informs how our people act and behave, which shapes our culture. It is defined across five key areas of strategic importance:

At the May 2021 Board meeting, as part of his regular People update, the Chief Executive Officer confirmed that the Group’s leadership team had received a detailed update on the ‘Future of Work’. It was recognised that COVID-19 had delivered an opportunity to adopt new ways of working, and an opportunity to reimagine where, when and how work gets done. The Group committed to a new, hybrid approach to work, and we adjusted our practices to deliver positive shifts in employee engagement, employer brand and real estate expense. Global principles and frameworks were created to support consistency and a One Experian approach. Roll-out was tailored to each location to respect legal, cultural and operational realities, as well as the appropriate timing in relation to COVID-19. Experian’s offices are serving a new purpose, for collaborative work and social connections, and they are also serving to reinforce our culture and brand.

During the year, the Board approved an updated Group Code of Conduct. The changes followed an assessment based on emerging ESG expectations and employee accountability for managing operational risk. The Group’s Code of Conduct explains our approach to professional and ethical standards and ensures that Experian’s employees know exactly what’s expected from them in helping Experian live up to those standards. All employees must undertake annual training.

In May 2021, our colleagues in India were hit particularly hard with a second wave of COVID-19. In line with our embedded culture, Experian implemented support for employees with COVID-19 home care, extended insurance coverage to direct contractors, and employee support groups. A financial hardship fund was set up and our employees in India were able to benefit in terms of medical expenses, temporary housing and other urgent needs they required during this time. Experian matched employee donations and also made a corporate donation. The combined funds were donated to employee relief and to selected non-government organisations in India, enabling us to work with them to help people most affected by COVID-19.

One of the primary ways the Board can experience, assess and evaluate culture is through meeting with colleagues throughout the business. This year, we were able to achieve this within the confines of COVID-19, with the Board meeting with senior regional leaders and employees in Washington, DC and Costa Mesa, California. In addition, Alison Brittain and Jonathan Howell travelled to San Diego immediately after the January 2022 Board meeting and were provided with a tour and demonstrations of the Experian DataLab.

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They also met and had lunch with employees. George Rose, our Remuneration Committee Chair, met in person with the Experian People Forum in Nottingham, UK in March 2022.

Experian marked a number of global and regional awareness approaches. For example, World Mental Health Month is recognised through personal statements created and shared by many employees and Board members. In addition, International Day of People with Disabilities was celebrated on 3 December 2021 and the week of International Women’s Day was celebrated globally in March 2022. These approaches help to ensure all employees feel included and integrated into Experian’s culture and heighten awareness that not all people are the same.

The Board recognised that many of our employees have been dealing with personal as well as professional challenges for over a year, and that throughout this period they had demonstrated their resilience and dedication in continuing to deliver everything that was asked of them. It was agreed by the Remuneration Committee that a 'Thank You' share award be granted to all employees at certain grades, excluding senior leaders and management. While the impact of working during a global pandemic was obviously not restricted to lower-level employees, this employee population was considered to be the most appropriate population to receive the 'Thank You' award in the form of US$800’s worth of Experian shares to each eligible employee, where it was legally possible and practical to do so (where not possible, cash was delivered). The Board and leadership team considered this to be a suitable way to express the Group’s appreciation to each employee for their work, commitment and resilience during a very difficult time.

Each year at its September and March meetings, the Audit Committee reviews calls made to the Confidential Helpline. All calls are investigated by Global Internal Audit, in conjunction with HR or Compliance, as appropriate. Examined over a five-year period, the total number of calls has decreased, largely attributed to better internal mechanisms for handling staff concerns and queries. As the business moves to a hybrid model of working, communications have been reviewed and refreshed to ensure sufficient awareness of the Confidential Helpline. This includes notifications in different languages, inclusion in email newsletters, computer lock screens, and email and intranet reminders.

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Examples of additional ways that the Board monitors and assesses culture

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Governance framework

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Global Delegated Authorities Matrix

This key Group governance document comprises the schedule of matters reserved to the Board, the Board committees’ terms of reference and the authority levels for the Group’s principal subsidiaries, directors and senior executives. For matters not reserved to the Board, the matrix prescribes the cascade of authorities delegated throughout the Group by respective Group companies, together with their monetary limits. The Board monitors the exercise of delegations to the Group’s principal subsidiaries, which are reported to it at each Board meeting. Regional matrices are also in place.